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| Register Your Company in Kenya: Complete Step-by-Step Guide |
How to Register a Company in Kenya (2026): Complete Step-by-Step Guide Under the Companies Act, 2015
Starting a business is one of the most important financial decisions anyone can make. Whether you are launching a small business, an online company, a consultancy, a manufacturing firm, or a large enterprise, registering your business as a company gives it legal recognition, improves credibility, protects the owners from certain liabilities, and opens opportunities for funding, government tenders, and partnerships.
In Kenya, company registration is governed by the Companies Act, 2015, which modernized company law and simplified the incorporation process. The registration process is managed by the Business Registration Service (BRS) through the eCitizen platform.
This comprehensive guide explains everything you need to know about registering a company in Kenya, the legal requirements, applicable fees, statutory obligations, and important provisions of the Companies Act, 2015.
What is a Company?
A company is a legal entity that exists separately from its owners. Once incorporated, the company can:
- Own property
- Enter into contracts
- Sue or be sued
- Borrow money
- Employ workers
- Continue operating even when ownership changes
One of the greatest advantages of incorporation is limited liability, meaning shareholders are generally liable only to the extent of their investment in the company.
The Law Governing Company Registration in Kenya
Company registration is regulated by the Companies Act, 2015 (Act No. 17 of 2015). One of the fundamental principles under the Act is that a company becomes a separate legal person upon incorporation.
"From the date of incorporation stated in the certificate of incorporation, the subscribers to the memorandum, together with any other persons who become members of the company, are a body corporate capable of exercising all the functions of an incorporated company."
This means that once registered, the company has its own legal identity separate from its shareholders and directors.
The Act also introduced online company registration, simplified incorporation procedures, and allows a company to be incorporated with only one shareholder and one director in many cases.
11 Steps to Register a Company in Kenya
Step 1: Reserve a Company Name
The first stage is selecting an appropriate company name. The proposed name must:
- Be unique.
- Not resemble an existing registered company.
- Not contain prohibited or offensive words.
- Not mislead the public.
- Comply with the naming regulations issued by the Registrar of Companies.
Applications are made through the BRS via the eCitizen portal.
An approved name is normally reserved for 30 days, with an option for extension where permitted. Today, the name reservation process has largely been integrated into the company registration workflow, allowing the Registrar to allocate an available name during incorporation.
Step 2: Prepare the Incorporation Documents
The Companies Act requires specific incorporation documents before a company can be registered. These include:
- Form CR1: Application for Company Registration
- Form CR2: Model Memorandum (where applicable)
- Form CR8: Registered Office Address
- Memorandum of Association: Detailing company structure and activities
- Articles of Association: Governing internal procedures
These forms are completed electronically through the eCitizen portal. Many businesses engage an advocate or Certified Public Secretary (CPS) to prepare these documents professionally.
Step 3: Register Directors and Shareholders
Every company must provide details of its directors and shareholders. The Companies Act allows even one person to form a private company. Required details include:
- Full legal names
- Copy of National ID or Passport
- KRA PIN (Kenya Revenue Authority Personal Identification Number)
- Physical and postal addresses
- Email address and telephone contact
Note for Foreign Nationals: Foreign directors or shareholders must provide certified copies of their passports and PIN certificates.
Step 4: Declare Share Capital
Applicants must indicate the company's share capital, including authorized share capital, total number of shares, share value, and shareholders' ownership percentages. This declared capital influences applicable registration fees and ownership structure.
Step 5: Appointment of a Company Secretary
Under the Companies Act, private companies with a share capital exceeding KSh 5 million and all public companies must appoint a qualified Certified Public Secretary (CPS) in Kenya.
The Secretary manages legal compliance, annual return filings, corporate governance, board resolutions, and statutory registers.
Step 6: Pay Registration Fees
Government registration fees are payable through eCitizen. A standard private limited company registration costs KSh 10,650, provided all statutory forms are correctly completed. Additional fees may apply for name extensions or legal/secretarial services.
Step 7: Obtain the Certificate of Incorporation
After verification, the Registrar issues a Certificate of Incorporation containing the company name, registration number, and date of incorporation. The certificate can be downloaded via eCitizen within 5–7 business days.
Step 8: Register for Tax Obligations
Post-incorporation, compliance with the Kenya Revenue Authority (KRA) via the iTax portal is mandatory:
- Company KRA PIN: Required for filing corporate taxes.
- VAT Registration: Mandatory if annual taxable turnover exceeds KSh 5 million.
- PAYE & Withholding Tax: Required for payroll and statutory tax obligations.
Step 9: Register for Employee Statutory Schemes
Companies with employees must register with the Social Health Insurance Fund (SHIF) and the National Social Security Fund (NSSF).
Step 10: Open a Corporate Bank Account
To separate personal and business finances, open a corporate account. Banks typically require:
- Certificate of Incorporation
- Company KRA PIN
- Memorandum & Articles of Association
- Directors' IDs & Board Resolution signed by directors
- Official CR12 form (where required)
Step 11: Obtain Business Licences
Depending on your sector, obtain a Single Business Permit from your local county government, as well as specific approvals from regulatory authorities such as KEBS, NCA, KCAA, EPRA, or the Pharmacy and Poisons Board.
Types of Companies You Can Register in Kenya
1. Private Limited Company (Ltd)
Most popular choice for small and medium-sized enterprises (SMEs). Offers limited liability and separate legal identity.
2. Public Limited Company (PLC)
Ideal for large-scale businesses intending to raise capital from the public.
3. Company Limited by Guarantee
Suited for non-profits, NGOs, and charities. Members guarantee a fixed liability amount instead of holding shares.
4. Branch of Foreign Company
For foreign entities expanding operations into Kenya without incorporating a separate local entity.
Key Benefits of Incorporation
- Limited liability protection for owners.
- Separate legal personality.
- Enhanced brand credibility.
- Easier access to corporate debt and investor capital.
- Eligibility for government and corporate tenders.
- Perpetual business succession.
Ongoing Legal Compliance
- Filing annual returns with the Registrar.
- Maintaining accurate books of account and conducting audits.
- Timely payment of Corporation Tax, PAYE, and VAT.
- Holding general meetings and updating statutory registers.
Frequently Asked Questions
Can one person register a company in Kenya?
Yes. The Companies Act, 2015 explicitly allows a private company to be incorporated with a single shareholder and a single director.
How long does company registration take?
Typically 5–7 working days, subject to the workload at the Business Registration Service (BRS).
Can a foreigner own a company in Kenya?
Yes. Foreign individuals and entities can hold 100% ownership in a Kenyan company, provided they submit certified passports and obtain relevant tax clearance.
Is a lawyer required to register a company?
No. You can complete the process directly via eCitizen. However, hiring an advocate or Certified Public Secretary (CPS) is recommended for complex share Structures or custom governance documents.
Registering a company in Kenya is a straightforward process when you understand the legal requirements under the Companies Act, 2015. A properly registered company enjoys legal recognition, enhanced credibility, access to financing opportunities, and protection through limited liability. By fulfilling ongoing compliance obligations on time, entrepreneurs can build sustainable businesses well-positioned for long-term growth and success.